Common use of Corporate Actions Clause in Contracts

Corporate Actions. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

Corporate Actions. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a PortfolioCustomer) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filingCustomer. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts endeavor to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, but if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action Corporate Action was received too late to seek Instructions, Bank will notify Customer shall take no action; it being understood, however, that as long as such instructions could still be acted upon in a timely fashion Bank shall use reasonable efforts to obtain instructions, even where Bank's own deadline for receipt of the corporate action instructions has expired, but Bank shall not be required have no liability if it is unable timely to take further actionact thereon.

Corporate Actions. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a PortfolioCustomer) from issuers of the Financial Assets being held for a PortfolioCustomer. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio Customer if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

Corporate Actions. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s 's central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer Customer. or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

Corporate Actions. (a) Subject to the standard of reasonable care and good faith of Section 7.1(a), Bank shall transmit promptly to Customer on behalf will follow Corporate Actions through receipt of each Portfolio summary notification notices from issuers, from Subcustodians, and from Securities Depositories through receipt of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls notices published in industry publications and maturities of Financial Assets and expirations of rights reported in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolioreporting services. Bank shall transmit will promptly to notify Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such Corporate Action of which information is either received by Bank it or a Subcustodian to the extent that Bank’s 's central corporate actions department has actual knowledge of the filing. With respect Corporate Action in time to tender or exchange offersnotify its customers in a timely manner; provided, however, that Bank shall transmit promptly be presumed to have actual knowledge of information published by reporting services routinely used by Bank for informing itself of Corporate Actions; and provided, further, that Bank shall not be responsible for the completeness or accuracy of such information. Information relative to any pending corporate action made available to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by Bank. Bank also will use its diligent efforts to notify Customer of any class action litigation for which information is actually received by Bank's central corporate actions department but shall not be liable for any Liabilities arising out of Bank's failure to identify Customer's interest in any class action litigation. Bank does not commit, however, to provide information concerning Corporate Actions or class action litigation relating to Financial Assets whose tender or exchange is sought and from being held at Customer's request in a name not subject to the party (control of Bank or its agentsSubcustodian. (b) making If an Authorized Person fails to provide Bank with Instructions prior to the tender or exchange offer. If Customer desires to take action deadline set by the Securities Depository with respect to any tender offerCorporate Action, exchange offer neither Bank nor its Subcustodians or their respective nominees will take any other similar transactionaction in relation to that Corporate Action, except as otherwise agreed in writing by Bank and Customer shall notify or as may be set forth by Bank within such period as will give a default action in the notification it provides under Section 2.9 (a) with respect to that Corporate Action. If Customer provides Bank (including with Instructions with respect to any Subcustodian) reasonably sufficient time to take such action. Corporate Action after the deadline set by Bank shall inform Customer of pertinent deadlines in each case. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration datebut before the deadline set by the Securities Depository, Bank shall use reasonable its diligent efforts to obtain act on such Instructions. If Bank fails to act on complete Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for Liabilities directly incurred by Customer. Bank's deadline for receipt of Instructions from Customer with respect to any Corporate Action shall not precede the deadline set by the Securities Depository by more than a commercially reasonable period of time. (c) Unless Bank receives instructions from Customer to the contrary, Bank may sell or its Authorized Personotherwise dispose of fractional interests in Financial Assets arising out of a Corporate Action and credit the Cash Account with the proceeds of the sale or disposition. If some, even if its own deadlines but not all, of an outstanding class of Financial Asset is called for receiving instructions have passed; howeverredemption, if Instructions are not received in time for Bank to take timely action, or actual notice may allot the amount redeemed among the respective beneficial holders of such corporate action was received too late class of Financial Asset in any basis such that Customer is not allocated a higher proportion of the redeemed Financial Asset than it would on a pro rata basis. (d) Notices of Corporate Actions and class actions dispatched to seek InstructionsCustomer may have been obtained from sources which Bank does not control and may have been translated or summarized by such sources. Although Bank believes such sources to be reliable, Bank will has no duty to verify the information contained in such notices nor the faithfulness of any translation or summary provided by such sources and therefore does not guarantee its accuracy, completeness or timeliness. Bank agrees to promptly notify Customer of the corporate action but shall not be required to take further actionany inaccuracy or omission in such materials of which it obtains knowledge.